AGREEMENT FOR SALE AND PURCHASE OF OIL AND GAS PROPERTIES
AGREEMENT
FOR SALE AND
PURCHASE
OF
OIL AND GAS PROPERTIES
THIS
AGREEMENT
is executed this 17thday of January, 2008,
by ENERGAS
CORP. ("Energas") and PLATINA ENERGY GROUP, a Wyoming corporation
("Platina").
1.
Subject
Property. Energas represents, without
warranty of title, either express or implied, that it is the owner of an
undivided 26% interest in and to all oil and gas leases covering what has been
referred to as the "Xxxxx Creek Prospect", covering all or any portion of the
following described lands situated in Niobrara County,
Wyoming:
Section
36, Township 36 North, Range 65
West,
and
Lots
1 and 2 and S/2 NE/4 and S/2 of
Section 2, and NW/4 NE/4 and NE/4 NW/4 and SW/4 and S/2 SE/4 of Section 11,
and
SW/4 NE/4 and S/2 NW/4 and NE/4 SW/4 of Section 12, Township 35 North, Range
65
West, 6th P.M.,
which
oil and gas leases include, but
are not limited to, each of the oil and gas leases specifically described in
Exhibit A, which is attached hereto and made a part hereof, said 26% interest
in
and to said oil and gas leases also includes the following oil and gas xxxxx
located in said Xxxxx Creek Prospect, to-wit:
Name
of
Well
Location
(All
in Township 36 North, Range 65 West, Niobrara County , Wyoming)
Xxxxxx
No. 1-36
SE/4 SE/4 NW/4 of Section
36
Xxxxxx
No. 2-36
SW/4 NE/4 of Section
36
Xxxxxx
No. 4-36
NW/4 SW/4 of Section
36,
including
all surface and sub-surface
personal property, equipment and fixtures located in, on and under said xxxxx,
the actual wellbores and the production of oil, gas and other hydrocarbons
therefrom, and all other rights, fixtures and equipment located thereon,
appurtenant thereto, and used or obtained in connection therewith, said 26%
interest in and to said oil and gas leases and in and to said oil and gas xxxxx
and in and to said personal property, equipment and fixtures being referred
to
herein as "the Subject Property".
2.
Saleand
Purchase of Subject Property. Energas agrees to sell
and
Platina agrees to purchase the Subject Property.
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3.
Consideration
for Sale.
3.1
Cash
Consideration. Platina agrees to pay
and
Energas agrees to accept, as full consideration for the sale and purchase of
the
Subject Property the sum of $233,379.00, with Energas acknowledging receipt,
as
partial payment on said consideration, of the sum of $10,000.00 which was
previously paid by Platina to Energas, leaving a total consideration yet to
be
paid of $223,379.00.
3.2
Platina
Warrants. In
addition to the cash consideration to be paid by Platina to Energas, Platina,
as
part of said consideration, shall also pay to Energas warrants of Platina's
common stock which shall entitle Energas to purchase from Platina 2,500,000
shares of Platina common stock. Energas may exercise said warrants up
to but not exceeding a period of two years from the date of this
agreement. The exercised price of the stock shall be 25 cents per
share. Energas may exercise all or any portion of said
warrants. In every event, all warrants which are not exercised upon
shall expire within two years from the date of this agreement.
4.
Workover
of
Xxxxxx No. 1-36 Well. Heretofore, Energas has
conducted a workover on the Xxxxxx No. 1-36 Well, as described above, with
said
workover consisting of installing a new electric downhole pump in the
well. Platina agrees to participate, to the extent of its 26% working
interest, in said workover of the Xxxxxx No. 1-36 Well. For such
participation, Platina agrees to pay to Energas the sum of $10,593.00, and
no
more.
5.
Participation
in Deepening of Xxxxxx No. 2-36 Well. On or before February
1,
2008, Energas, as operator, shall commence operations for the deepening of
the
Xxxxxx No. 2-36 Well, as described above, and deepen said well to a depth of
approximately 6,200 feet for the purposes of testing the Xxx
formation. Platina agrees to participate, to the extent of its 26%
working interest, in the deepening of the Xxxxxx No. 2-36 Well. For
its participation in said deepening operations, Platina agrees to pay to
Energas, as operator, the sum of $111,896.00, and no more.
6.
Total
Consideration. It is understood that
but
for Platina's agreement to participate in the workover of the Xxxxxx No. 1-36
Well and but for its agreement to participate in the deepening of the Xxxxxx
No.
2-36 Well, Energas would not have agreed to sell to Platina the Subject
Property. Thus, the acquisition by Platina of the Subject Property
and its participation in the workover of the Xxxxxx No. 1-36 Well and its
participation in the deepening of the Xxxxxx No. 2-36 Well is considered, by
both parties, a total package.
7.
Closing. Closing
of the
acquisition shall occur at a mutually agreeable place and time on or before
January 17, 2008. At closing, the following shall occur:
(a)
Platina
shall pay to Energas the sum of
$223,379.00, representing the remaining portion of the acquisition of the 26%
working interest in the Xxxxx Creek Prospect.
(b)
Platina
shall pay to Energas the sum of
$10,593.00, representing Platina's share of the workover conducted in the Xxxxxx
No. 1-36 Well.
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(c)
Platina
shall pay to Energas the sum of
$111,896.00, representing Platina's share of the deepening of the Xxxxxx No.
2-36 Well.
(d)
Platina
shall deliver to Energas the
warrants referred to in paragraph 3.2 above.
(e)
Energas,
as assignor, shall execute and
deliver to Platina, as assignee, an assignment of oil and gas leases, in a
form
satisfactory to both Energas and Platina, wherein Energas assigns to Platina
the
Subject Property. Said assignment of oil and gas leases shall recite
that it is subject to the following:
(1)
It
is made without warranty of title,
and without warranty as to fitness for use of the personal property, fixtures
and equipment, either express or implied; and
(2)
It
is subject to (a) the existing joint
operating agreement; and (b) the terms and provisions of the assigned leases;
and (c) the terms and provisions of all assignments of oil and gas leases
creating assignor's ownership in the assigned leases; and it shall be effective,
for all purposes, as of January 1, 2008.
8.
Governing
Law. This
agreement, for all purposes, shall be construed pursuant to the laws of the
State of Oklahoma.
9.
Successors
and Assigns. This agreement shall
be
binding upon and shall inure to the benefit of the respective successors and
assigns of Energas and Platina.
DATED
AND EXECUTED as of the day, month
and year first shown above.
ENERGAS
CORP.
By:
/s/
Xxxxxx
X. Shaw____________________
Xxxxxx
X. Xxxx, President
PLATINA
ENERGY GROUP, INC.
By:
/s/
Xxxxx
Merriam______________________
Xxxxx
Xxxxxxx, CEO &
President
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EXHIBIT
A
This
Agreement for Sale and
Purchase of Oil and Gas Properties
to which this exhibit is attached includes, but is not limited to, the following
oil and gas leases executed by the State of Wyoming,
as lessor, to-wit:
State
Lease
No.
Land
Description
(All
land is located in Xxxxxxxx Xxxxxx,
Xxxxxxx)
00-00000
Section 36-T36N-R65W, 6th P.M.,
containing 640
acres
WYW-145466
Lots 1 and 2 and S/2 NE/4 and
X/0
xx Xxxxxxx 0-
X00X-X00X,
0xx P.M., containing 480.11
acres
WYW-145466
SE/4 of Section 2-T35N-R65W,
6th
P.M.,
containing
160 acres
WYW-145466
NW/4 NE/4 and NE/4 NW/4 and
SW/4
andS/2 XX/0
xx
Xxxxxxx 00-X00X-X00X, 6th P.M.,
containing
320
acres
WYW-145466
SW/4 NE/4 and S/2 NW/4 and NE/4
SW/4 of
Section
12-T35N-R65W, 6th P.M.,
containing 160
acres
